16. SHARE-BASED COMPENSATION

The Company's Amended and Restated 2009 Omnibus Incentive Plan (the "2009 Omnibus Plan"), as approved by shareholders on June 12, 2012, provides for the granting of common stock options, restricted shares, restricted stock units, performance shares, stock appreciation rights, phantom stock and dividend equivalent rights to certain employees, executive officers, directors, consultants and advisors. A maximum of 4,500,000 shares may be granted under the 2009 Omnibus Plan, in addition to 209,812 available shares transferred from the Company's Amended and Restated 2000 Stock Incentive and Performance-Based Award Plan (the "2000 Stock Plan") between June 16, 2009 and March 2, 2010. At February 2, 2013, 2,510,042 shares were available within the 2009 Omnibus Plan. Vesting periods for the awards are at the discretion of the Company's Board of Directors.

The 2000 Stock Plan, as amended through June 17, 2008, provided for the granting of common stock options, restricted shares, restricted stock units and performance-based awards to certain employees, officers, directors, consultants and advisors. A maximum of 3,600,000 shares were available under the 2000 Stock Plan; no shares remain available as of February 2, 2013.

Stock options are granted with an exercise price equal to the market value of the underlying stock on the grant date, and vest over one to four years with a contractual term of seven years. No stock options were granted during 2012, 2011 or 2010.

Restricted shares granted during 2012, 2011 and 2010 vest over one to three years. Employees who are granted restricted shares are not required to pay for the shares; however, the shares will be forfeited if the employee does not remain employed with the Company until the restrictions on the shares lapse. In addition, vesting of certain restricted shares awarded during 2012, 2011 and 2010 was subject to the achievement of specified criteria based on Company performance.

Restricted stock units granted during 2012, 2011 and 2010 vest over one year. Employees and directors who are granted restricted stock units are not required to pay for the shares; however, the shares will be forfeited if the employee or director does not remain employed with the Company, or continue to serve as a member of its Board of Directors, until the restricted stock units vest.

The Company recognizes share-based compensation pursuant to ASC 718. The Company measures the cost of grantee services received in exchange for an award of equity instruments based on the grant date fair value of the award, and recognizes that cost over the period that the grantee is required to provide service in exchange for the award. For stock option awards, the Company estimates grant date fair value using the Black-Scholes option valuation model. For restricted share and restricted stock unit grants, grant date fair value is determined based upon the closing trading value of the Company's stock on the day of the grant. The Company generally issues new stock to satisfy share-based awards.

The compensation cost that has been recorded within SG&A expense for the Company's share-based award plans was $4,454, $5,261 and $7,795 for 2012, 2011 and 2010, respectively. There was no income tax benefit or expense recognized in the 2012, 2011 and 2010 statements of operations for share-based award compensation due to continuation of a full valuation allowance on all net deferred tax assets related to share-based award compensation.

Cash received from exercised stock options was $538, $398 and $0 for 2012, 2011 and 2010, respectively. Actual tax deduction benefits from exercised stock options and vested restricted shares totaled $2,115, $2,343 and $3,474 for 2012, 2011 and 2010, respectively.

Awards with graded vesting are recognized using graded amortization.

Based upon an examination of forfeiture rates for the various classes of stock options, restricted stock units and restricted shares, Company management does not believe the total number of options or shares that are vested and expected to vest as of February 2, 2013 are materially different from the respective number of options or shares outstanding as of February 2, 2013.

Stock Options

The Company's stock options include stock options granted from the 2000 Stock Plan.

A summary of the stock options as of February 2, 2013 and changes during 2012 is presented below:

			Weighted Average Per-Share Exercise Price			Aggregate Intrinsic Value

Outstanding as of January 28, 2012	969,471		$	17.56
Exercised	(103,684	)		5.19
Expired	(171,557	)		21.24

Outstanding as of February 2, 2013	694,230			18.50	1.50	$	2,497

Exercisable as of February 2, 2013	694,230		$	18.50	1.50	$	2,497

The total intrinsic value of options exercised during 2012 and 2011 was $695 and $754, respectively. There were no options exercised during 2010. As of February 2, 2013, there was no unrecognized compensation cost related to unvested stock options.

Restricted Stock Units

Restricted stock units consist of units granted from the 2009 Omnibus Plan and the 2000 Stock Plan. The fair value of each restricted stock unit award is determined based upon the closing trading value of the Company's stock on the day of the grant. A summary of the restricted stock units as of February 2, 2013 and changes during 2012 is presented below:

	Restricted Stock Units						Weighted Average Grant-Date Fair Value

	Performance and Service Required			Service Required			Performance and Service Required		Service Required
Outstanding as of January 28, 2012		20,259			318,254		$	21.90	$	8.42
Granted		—			95,883			—		5.29
Settled		(20,259	)		(51,863	)		21.90		9.06

Outstanding as of February 2, 2013		—			362,274			—		7.50

As of February 2, 2013, there was $195 of total unrecognized compensation cost related to restricted stock units that is expected to be recognized over a weighted average period of 0.38 years. Vested awards will be settled in shares after certain events and time periods occur, as defined within the terms of the restricted stock unit grant agreements.

The total fair value of restricted stock units vested during 2012 and 2011 was $219 and $515, respectively. No restricted stock units vested during 2010.

The weighted-average grant date fair value of service restricted stock units granted during 2012, 2011 and 2010 was $5.29 per unit, $8.65 per unit and $10.81 per unit, respectively. There were no performance and service restricted stock units granted during 2012, 2011 or 2010.

Outstanding restricted stock units totaling 95,883 and 42,772 were unvested as of February 2, 2013 and January 28, 2012, respectively, with a weighted-average grant date fair value of $5.29 per unit and $8.65 per unit, respectively. All restricted stock units granted during 2012 were unvested as of February 2, 2013. No unvested restricted stock units were forfeited or settled during 2012.

The Company pays cash dividend equivalents on all outstanding restricted stock units.

Restricted Shares

The Company's restricted shares consist of shares granted from the 2009 Omnibus Plan and the 2000 Stock Plan. The fair value of each restricted share award is determined based upon the closing trading value of the Company's stock on the day of the grant. A summary of the restricted share awards as of February 2, 2013 and changes during 2012 is presented below:

	Restricted Shares						Weighted Average Grant-Date Fair Value

	Performance and Service Required			Service Required			Performance and Service Required		Service Required
Nonvested as of January 28, 2012		—			1,338,500		$	—	$	10.78
Granted		267,500			539,000			7.75		6.00
Vested		—			(594,000	)		—		5.84
Forfeited		(267,500	)		(166,500	)		7.75		12.53

Nonvested as of February 2, 2013		—			1,117,000			—		10.84

As of February 2, 2013, there was $3,021 of total unrecognized compensation cost related to restricted shares that is expected to be recognized over a weighted average period of 1.46 years.

The total fair value of shares vested during 2012, 2011 and 2010 was $4,291, $5,158 and $7,762, respectively.

The weighted-average grant date fair value of service restricted shares granted during 2012, 2011 and 2010 was $6.00 per share, $13.60 per share and $13.10 per share, respectively. The weighted-average grant date fair value of service and performance restricted shares granted during 2012, 2011 and 2010 was $7.75 per share, $14.50 per share and $13.33 per share, respectively.

The Company pays cash dividends on all outstanding restricted shares, other than those that are performance-based.